EVEREST
199 S. LOS ROBLES AVE., #200
PASADENA, CA 91101
TEL: 626-585-5920
FAX: 626-585-5929
November 29, 2005
Via Facsimile: (202) 772-9203
and submitted via EDGAR
Daniel F. Duchovny
Office of Mergers and Acquisitions
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-3628
Re: Secured Investment Resources Fund, L.P. II (the "Partnership")
Schedule TO-T and 14D-9 filed by Millenium Management, LLC on October
13, 2005; File No. 005-80677
Dear Mr. Duchovny:
This letter responds to the Staff's comments conveyed in your letter of
November 18, 2005. Numbered paragraphs below correspond to the numbered
paragraphs in your letter.
1. We note that the guidance provided by Section III.B.I of Release No.
34-43069 does not suggest that a bidder should meet each and every requirement
of Items 14 and 15 or cover the same historical period. We believe that the
information we provided is quite adequate for an understanding of the status and
operations of the properties and for Unit Holders to make and informed
investment decision. We also believe that the information that has already been
provided is typical compared to the disclosure that we observe being made in
other offers for these types of partnerships.
We do not believe historical property performance data would be material to
Unit Holders, especially beyond the most recent periods. Typically, property
value analysis uses recent data to get a reasonable Net Operating Income amount
for the property, and then applies a capitalization rate to estimate a market
value, and then makes appropriate adjustments from there. The bidder has
provided such an analysis in "Determination of Offer Price." Also, because the
properties were managed by the former general partner's affiliate until March
2005, the former general partner was removed in a hostile process, and the
former general partner and its management affiliate did an abysmal job of
record-keeping and accounting, reliable historical data is not available to the
Purchaser without undue time and expense, if at all, notwithstanding the fact
that the Purchaser is the current general partner.
Nonetheless, in response to the comment, the section identified in the
comment is being amended and we have added more information along the lines of
that described in Items 14 and 15 of Form S-11, to the extent it was available.
We are filing an amendment concurrently with this letter. We do not believe
that the amendment materially changes the information already provided to the
Unit Holders. Please note that we have extended the expiration date of the offer
to allow time for the Staff to consider our response before the offer expires.
Please contact the undersigned if you have any questions regarding our responses
to the Staff's comments and to advise us if the Staff has any further comments.
Very truly yours,
/S/ CHRISTOPHER K. DAVIS
------------------------
Christopher K. Davis
Vice President and General Counsel
CKD:ckd
Enclosures with fax copy
cc w/e: James Moloney, Esq. (e-mail)